CORPORATE GOVERNANCE DISCLOSURE STATEMENT

Effective Date: 1 July 2009

BOARD OF DIRECTORS

The Board of Directors (the “Board”) of the Oceanlinx Limited Group of Companies (the “Company”) currently comprises of two Non-executive Independent Directors, three Non-Executive Directors and one Executive Director (the Chief Executive Officer). All Directors have entered into appointment agreements and deeds of indemnity, insurance and access.

The Company will disclose related party relationships and transactions in its Annual Report. All Directors and key management personnel are required to declare interests in related parties on an annual basis and on a timely basis should circumstances change during the year. A record of such interests is kept by the Company Secretary.

The Board has established appropriate committees (each, a “Committee”) to assist it in the discharge of its responsibilities. However, the Board will not delegate any of its decision making authority to those committees except as expressly specified in the Committee Terms of Reference.

CONSTITUTION AND COMMITTEES

The Board operates under a Company Constitution that sets out, amongst other matters, the role, function, power, authority and structure of the Board. Each Committee has adopted Terms of Reference in order to define the role, responsibility, powers, structure, composition, operation and administration of the Committee and the Board.

The Board has established the following Committees:

• Audit;

• Human Resources and Remuneration;

• Investment; and

• Governance and Nominations.

SHAREHOLDER COMMUNICATIONS

The Company is responsible for ensuring shareholder communications are adequate and appropriate and based on transparency and sound corporate governance principles. The Company promotes direct communications with shareholders and encourages them to direct questions or requests for information to its directors or management through the Company Chairman.

The Company issues a Quarterly Newsletter to its shareholders. The newsletter contains all relevant information of the Company, including but not limited to:

• all announcements;

• corporate governance details;

• projects and operations commentary;

• annual and interim reports;

• presentations;

• media releases;

• AGM results; and

• any other relevant information that comes to hand from time to time.

Relevant information is also contained on the Company’s website www.oceanlinx.com.

CONTINUOUS DISCLOSURE

The listing rules of the Corporations Act 2001 contain general and continuous disclosure requirements based on principles that include the interests of listed entities, maintenance of investor protection and the need to protect the reputation of the market. Although not bound by these rules, the Company is committed to meeting high standards of disclosure in accordance with these principles and to the promotion of investor and stakeholder confidence in the company.

AUDIT

At the end of every financial year the Company is audited by an independent external auditing company. The results are presented in a report to the Board of Directors and Shareholders. The Board of Directors are responsible for determining who shall conduct the independent external report, and ensuring there are no related parties involved. It is the duty of the Board of Directors to review the results of the report and resolve any issues that may have noted.

REMUNERATION

The Human Resources & Remuneration Committee (“Remuneration Committee”) of the Board of Directors is responsible for determining and reviewing remuneration arrangements for the Directors, the CEO and the executive team.

The Company’s remuneration policy is to ensure remuneration packages properly reflect each person’s duties and responsibilities and support the Company’s business objectives by remunerating people in a manner that is competitive and can attract, retain and motivate people of the highest calibre. To ensure the retention of high quality people, the Remuneration Committee assesses the appropriateness of the nature and amount of emoluments on a periodic basis by reference to relevant employment market conditions.

The Remuneration Committee links the nature and amount of executive emoluments with the Company’s financial and operational performance. In determining competitive remuneration rates, the Remuneration Committee seeks (where appropriate) independent advice on local and international trends among comparative companies and industry generally. It examines terms and conditions for employee incentive schemes, benefit plans and share plans.

CODE OF CONDUCT FOR EMPLOYEES

The Corporate Code of Conduct has been prepared to help stakeholders understand the Company’s expectations and standards of business practice. This code is provided to and applies to all employees, officers, directors, consultants, agents, and other representatives retained by the Company. It promotes high standards and requires all business affairs to be conducted legally, ethically and with integrity. The code provides for the reporting of breaches.

SAFETY

The Company has adopted a comprehensive HSEQ Policy which is made available to all employees and Shareholders. In addition, the Company provides all parties a Safety Manual completed in partnership with a recognised independent external safety body.  A Safety Committee has been established, is made up of staff and management and reports to the CEO. The Safety Committee review the OHS Policy and Management System annually, and includes consultation with employees, to ensure the Policy and Management Systems are kept in line with the NSW OHS Act and other relevant jurisdictions, relevant regulations and any changes in the work environment.

COMMITMENT

The number of Board and Committee meetings, including an AGM, held during each Directors period of appointment and attended by each Director is recorded and displayed in the Annual Report. The commitments of Non-executive Directors will be considered by the Governance and Nomination Committee prior to a Director’s appointment to the Board of the Company and will be reviewed as part of their performance assessment. This Corporate Governance Statement should be read in conjunction with the Directors’ Report and the Remuneration Report (contained in the Directors’ Report).